PROSPECTUS

calculation of registration fee

Title of Each Class of

Securities Offered

Maximum Aggregate

Offering Price

Amount of

Registration Fee

Senior Unsecured Notes

$2,200,000,000.00

$67,540.00

PROSPECTUS

Pricing Supplement Number: 4639

Dated March 29, 2006

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated August 15, 2007

Dated March 29, 2006

Registration Statement: No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Floating Rate Notes)

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date:

August 15, 2007

Settlement Date (Original Issue Date):

August 20, 2007

Maturity Date:

August 20, 2010

Principal Amount:

US$2,200,000,000

Price to Public (Issue Price):

100.000%

Agents Commission:

0.090%

All-in Price:

99.910%

Accrued Interest:

N/A

Net Proceeds to Issuer:

US$2,198,020,000

Interest Rate Basis (Benchmark):

LIBOR, as determined by LIBOR Reuters

Index Currency:

U.S. Dollars

Spread (plus or minus):

Plus 0.180%

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on the 20th day of each February, May, August, and November, commencing November 20, 2007 and ending on the Maturity Date

 

 

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated August 15, 2007

Registration Statement: No. 333-132807

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date

Interest Determination Date:

Quarterly, two London Business Days prior to each Interest Reset Date

Day Count Convention:

Actual/360

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter

CUSIP:

36962G3B8

ISIN:

TBD

Common Code:

TBD

Investing in the Notes involves risks. See "Risks of Foreign Currency Notes and Indexed Notes" on page 2 of the accompanying prospectus supplement and "Risk Factors" on page 2 of the accompanying prospectus.

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 100.000% of the aggregate principal amount less an underwriting discount equal to 0.090% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Banc of America Securities LLC

$366,666,666

Citigroup Global Markets, Inc.

$366,666,666

Deutsche Bank Securities Inc.

$366,666,666

Goldman, Sachs & Co.

$366,666,666

Merrill Lynch, Pierce Fenner & Smith Incorporated

$366,666,670

Morgan Stanley & Co., Incorporated

$366,666,666

 

Total

 

$ 2,200,000,000

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

 

Page 3

Filed Pursuant to Rule 424(b)(3)

Dated August 15, 2007

Registration Statement: No. 333-132807

Additional Information:

General

At June 30, 2007, the Company had outstanding indebtedness totaling $461.381 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at June 30, 2007, excluding subordinated notes payable after one year, was equal to $456.421 billion.

Consolidated Ratio of Earnings to Fixed Charges

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:

Year Ended December 31,

Six Months Ended

2002

2003

2004

2005

2006

June 30, 2007

1.43

1.77

1.87

1.70

1.64

1.44

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges.

Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.